EX.99.B6(b)
NATIONS FUND
FAMILY OF FUNDS
SALES SUPPORT AGREEMENT
Ladies and Gentlemen:
We are the exclusive distributor of the shares of the portfolios of
Nations Fund, Inc. (the "Company"), Nations Fund Trust (the "Trust") and Nations
Fund Portfolios, Inc. ("Nations Portfolios") (each a "Fund" and collectively the
"Funds") pursuant to the terms of Distribution Agreements with the Company, the
Trust and Nations Portfolios. We invite you to participate in the distribution
of those Fund shares listed on Schedule I hereto (the "Shares"), as such
Schedule may be amended from time to time, on the following terms:
1. Exemption From Requirement to Register as a Broker or Dealer
(a) You represent and warrant that you are a bank exempt from registration
as a broker-dealer under the federal securities laws, and that you will conduct
your activities hereunder and otherwise in a manner so as to remain exempt from
such registration and in compliance with the provisions of the Xxxxx-Xxxxxxxx
Act and all other rules and regulations that are now or may become applicable to
you and your activities hereunder.
(b) You represent and warrant that you are exempt from being required to
register or qualify to act as a broker or dealer in the states or other
jurisdictions where you transact business. If such exemption becomes no longer
available to you, you agree to immediately become registered or qualified to act
in such capacity in those jurisdictions where such exemption is no longer
available. You agree to comply with all applicable federal, state and local
laws, including, without limiting the generality of the foregoing, the
Securities Act of 1933 ("1933 Act"), the Securities Exchange Act of 1934 (the
"1934 Act") and the Investment Company Act of 1940 ("1940 Act"), and all
applicable rules or regulations thereunder. You agree to offer and sell Shares
only in the states and other jurisdictions in which we have indicated that such
offers and sales can be made and in which you are permitted to so act. You
further agree not to offer or sell Shares outside the several states,
territories or possessions of the United States.
2. Sale Of Fund Shares
(a) You agree to offer and sell Shares of the Funds to your customers
("Customers") only at the applicable public offering price (which is the net
asset value per share plus the applicable sales load, if any) then in effect as
described in the respective Fund's then currently effective prospectus,
including any supplements or amendments thereto ("Prospectus"). You may
establish and charge reasonable service fees to your Customers for processing
exchange or redemption orders for Shares, provided you disclose the fees to your
Customers and provided further that such fees do not constitute sales loads as
defined in Section 2(a)(35) of the 0000 Xxx.
(b) You agree to provide reasonable sales support assistance in connection
with the sale of those Shares for which a distribution plan has been adopted
pursuant to Rule 12b-1 under the 1940 Act to your Customers, which assistance
may include forwarding sales literature and advertising provided by us to your
Customers and providing such other sales support assistance as may be requested
by us from time to time. All support services rendered by you shall be performed
in a professional, competent and timely manner.
(c) We will furnish you, upon request, with a reasonable quantity of copies
of the Prospectuses, Statements of Additional Information, sales literature
issued by us supplemental to the Prospectuses and Statements of Additional
Information ("Sales Literature") and amendments and supplements thereto. You
agree that if and when we supply you with copies of any supplements to any
Prospectus, you will affix copies of such supplements to all such Prospectuses
in your possession, that thereafter you will distribute such Prospectuses only
with such supplements affixed, and that you will present purchase orders for
Shares ("Purchase Orders") only from persons who have received Prospectuses with
such supplements affixed. You agree not to use Sales Literature in connection
with the solicitation of Purchase Orders for Shares unless accompanied or
preceded by the relevant Prospectus.
(d) You agree not to hold Shares that may be subject to a contingent
deferred sales charge in an account registered in your name or in the name of
your nominee for the benefit of your Customers. You agree to hold such Shares in
a separate account for each Customer who is a beneficial owner of Fund Shares.
(e) You agree to submit to us, for review and approval prior to use, any
sales literature prepared by you regarding the Funds that you wish to distribute
to your Customers.
3. Execution Of Purchase Orders And Redemption Of Shares
(a) Any Purchase Orders for Shares received from you and accepted by us
will be executed at the applicable public offering price next determined after
our receipt and acceptance of such Purchase Order, in accordance with the
Prospectuses. All Purchase Orders must meet the applicable minimum initial and
subsequent investment requirements as described and set forth in the
Prospectuses. You agree to date and time stamp all orders received by you and to
promptly forward all Purchase Orders to us or the Funds' Transfer Agent in time
for processing at the public offering price next determined after receipt by
you. You agree that you will not withhold Purchase Orders or purchase Shares in
anticipation of receiving Purchase Orders from Customers. The procedures
applicable to the handling of Purchase Orders shall be subject to such
instructions as may be issued by us or the Funds' Transfer Agent from time to
time.
(b) All Purchase Orders are subject to acceptance by us and confirmation by
the Funds or their Transfer Agent. We reserve the right in our sole discretion
to reject any Purchase Order, including contingent or conditional Purchase
Orders, in whole or in part. We also reserve the right in our discretion without
notice to you to suspend sales or withdraw the offering of Shares, in whole or
part.
(c) If payment for Shares purchased hereunder is not received or made within
the applicable time period specified in the governing Prospectus, or if you
cancel any order at any time after our acceptance of the Purchase Order, we
reserve the right to cancel the sale (or, at our option, to redeem the Shares),
in which case you shall be responsible to the Funds, their Transfer Agent and us
for any losses, claims, damages or expenses resulting from your failure to make
payment or cancellation as aforesaid.
(d) You agree to purchase Shares only through us or from your Customers.
Purchases through us shall be made only for the purpose of covering Purchase
Orders already received from your Customers or for your bona fide investment.
Purchases from your Customers, if any, shall be at a price that is not less than
the applicable net asset value quoted by the Funds at the time of such purchase
as determined in the manner set forth in the Prospectuses. All transactions in
Shares shall be subject to the terms and provisions set forth in the
Prospectuses.
(e) Shares purchased hereunder will not be issued in certificated form
except where permitted by the applicable Prospectus, upon written request by you
or your Customer, and only when payment and proper registration or transfer
instructions have been received by the Funds or their Transfer Agent.
4. Representation Regarding The Accuracy Of Customer Instructions
If a Customer's account with a Fund is established without the Customer
signing an Account Application, you represent that the instructions relating to
the registration and shareholder options selected (whether on the Account
Application, in some other document or orally) are in accordance with the
Customer's instructions, and you shall be responsible to the Funds, their
Transfer Agent and us for any losses, claims, damages or expenses resulting from
acting upon such instructions.
5. You Are Not An Agent For Xxxxxxxx Or The Funds
(a) You have no authority whatsoever to act as agent for, partner of, or
participant in, a joint venture with the Funds or us or any other member of the
Selling Group, and nothing in this Agreement shall constitute either of us the
agent of the other or shall constitute you, or the Funds the agent of each
other. In all transactions in Shares, you are acting as principal or as agent
for your Customer and we are acting as agent for the Funds and not as principal.
(b) Neither you nor any of your officers, employees or agents is authorized
to make any representations concerning us, the Funds or the Shares except those
contained in the Prospectuses and Statements of Additional Information, and in
Sales Literature provided by us or the Funds. In purchasing Shares through us,
you shall rely solely upon the representations contained in the Prospectuses,
the Statements of Additional Information and Sales Literature.
6. Protection Against Unauthorized Use Of The Funds' Recordkeeping
Systems
You agree to provide such security as is necessary to prevent any
unauthorized use of the Funds' recordkeeping system, accessed via any computer
hardware or software provided to you by us or the Transfer Agent.
7. Compensation
(a) As compensation for your actions hereunder, you shall be entitled to
receive that portion of the sales load assessed on the purchase of Shares, if
any, by your Customers equal to the dealer allowance, as set forth in the
Prospectuses. Sales loads and dealer allowances shall take into account volume
discounts, rights of accumulation, letters of intent, certain reinvestments of
redemption proceeds, certain reductions for designated persons or groups and
exchanges and any other arrangements for the reduction or elimination of sales
loads and dealer allowances, all as described in the Prospectuses. You are
responsible for obtaining from your Customers such information as you deem
necessary to establish a reasonable basis for believing that the Customer is
eligible for any claimed reductions in or elimination of sales loads, and for
obtaining from your Customers requisite tax identification numbers and
certifications. By transmitting Purchase Orders to us or to the Funds' Transfer
Agent, you shall be deemed to have represented and warranted to us, the Funds,
and their Transfer Agent that you have a reasonable basis for believing, and do
believe, that the Customer is eligible for such reduction or elimination and
that, unless you advise us otherwise, you have obtained the requisite tax
identification numbers and certifications. You acknowledge that, if
substantially all sales loads are paid or re-allowed to you in connection with a
purchase of Shares through us, you may be deemed an "underwriter" of the Shares
under the 1933 Act.
(b) As further consideration for the sales support assistance provided by
you under Paragraph 2(b) hereof, we will pay to you, and you will accept as full
payment therefor, a periodic fee based upon a percentage of the average daily
net asset value of the Fund Shares attributable to you, as disclosed in the
governing Prospectus. Such fees shall be used primarily for sales support
services provided, and related expenses incurred, by you. The fee rate payable
to you may be prospectively increased or decreased at any time upon notice to
you.
(c) If any Shares are repurchased by or tendered for redemption to the Funds
within seven business days after acceptance by us or the Transfer Agent of the
Purchase Order for such Shares, you shall forfeit the right to and promptly
refund to us the full dealer allowance paid or re-allowed to you in connection
with the original Purchase Order.
8. Reports
You agree to provide us at least quarterly a written report of the
amounts expended by you in connection with the provision of the sales support
services referenced in Paragraph 2(b) hereof and the purposes for which such
expenditures were made. In addition, you agree to cooperate with us in
connection with the preparation of reports to the Board of Directors of the
Company and the Board of Trustees of the Trust or regulatory authorities
concerning this Agreement and the amounts expended pursuant hereto.
9. Disclosures To Shareholders And Shareholder Voting
(a) You agree and warrant that the compensation payable to you under this
Agreement, together with any other compensation you receive in connection with
the investment of your Customers' assets in Shares, will be disclosed by you to
your Customers to the extent required by applicable laws and regulations, will
be authorized by your Customers and will not result in an excessive or
unreasonable fee to you.
(b) You agree that in the event an issue pertaining to this Agreement or any
distribution plan for the Shares adopted pursuant to Rule 12b-1 is submitted for
shareholder approval, and you have the authority to do so, you will vote any
Shares held for your own account in the same proportion as the vote of Shares
for your Customers' benefit.
10. Protection Against Unauthorized Use Of Customer Names
The names of your Customers are and shall remain your sole property and
shall not be used by us for any purpose except for servicing and informational
mailings in the normal course of business. The provisions of this paragraph
shall survive the termination of this Agreement.
11. Indemnification
(a) You agree to indemnify the Funds, their Transfer Agent and us for any
losses, claims, damages or expenses arising out of or in connection with any
wrongful act or omission by you, your representatives, agents or sub-agents not
in accordance with this Agreement, provided that such losses, claims, damages or
expenses were not caused by the indemnitees' willful misfeasance, bad faith or
gross negligence.
(b) We agree to indemnify you for any losses, claims, damages or expenses
arising out of or in connection with any wrongful act or omission by us,
provided that such losses, claims, damages or expenses were not caused by the
willful misfeasance, bad faith or gross negligence by you, your representatives,
agents or sub-agents.
(c) The provisions of this paragraph shall survive the termination of this
Agreement.
12. Amendment And Termination Of Agreement
(a) This Agreement shall become effective upon receipt by us of a signed
copy hereof, and shall cancel and supersede any and all prior Selling Group
Agreements or similar agreements or contracts relating to the distribution of
the Shares between you and the Funds or their distributor. We reserve the right
to amend this Agreement at any time. Any amendments to this Agreement shall be
deemed accepted by you, and will take effect with respect to, and on the date
of, any orders placed by you after the date set forth in any notice of amendment
sent by us to you.
(b) This Agreement may be terminated upon written notice by either party at
any time, and shall automatically terminate upon its assignment by you, whether
by operation of law or otherwise, or by us otherwise than by operation of law.
We reserve the right to cancel this Agreement at any time without notice if any
Shares are offered for sale by you at less than the applicable public offering
price as set forth in the Prospectuses.
13. Notices
All communications to us shall be sent to us by first class mail,
postage prepaid, or by confirmed telefacsimile at 000 Xxxxxx Xxxxxx, Xxxxxx
Xxxx, Xxxxxxxx 00000; telefacsimile (000) 000-0000. Any notice to you shall be
duly given if sent by first class mail, postage prepaid, or by confirmed
telefacsimile to you at your address or telefacsimile number as set forth on the
signature page hereof. Any party that changes its address or telefacsimile
number shall promptly notify the other party in accordance with the terms of
this paragraph.
14. Miscellaneous
(a) This Agreement is in all respects subject to statements regarding the
sale and repurchase or redemption of Shares made in the Prospectuses, and to the
Rules of Fair Practice of the National Association of Securities Dealers, Inc.,
which shall control and override any provision to the contrary in this
Agreement. You further acknowledge that this Agreement has been entered into
pursuant to Rule 12b-1 under the 1940 Act, and is subject to the provisions of
that Rule as well as any other applicable rules and regulations promulgated by
the Securities and Exchange Commission.
(b) The sub-headings in this Agreement are for convenience only and are not
a part of the Agreement.
15. Governing Law
This Agreement shall be governed by, and construed in accordance with,
the laws of the State of Arkansas without giving effect to principles of
conflict of laws.
Date: ___________________ XXXXXXXX INC.
By:
Title: ________________________________
The undersigned accepts this invitation to become a member of the Selling Group
and agrees to abide by the foregoing terms and conditions.
Print Firm Name: _________________________
Address: ______________________________
______________________________
______________________________
Telephone: (___) ______________________
Telefacsimile: (___) __________________
Date: ______________________
By: ___________________________________
Name: _________________________________
Title: ________________________________
Please execute this Agreement in duplicate
and return one copy to Xxxxxxxx Inc.
